Table of Contents I 100

AGR 2018 Proxy Statement

Letter to our Shareholders III
Table of Contents VII
Notice of Annual Meeting of Shareholders V
Proxy Statement Summary 1
Directors 10
Director Nominees by the Numbers 11
Nominees for Election 12
Director Compensation 20
Corporate Governance 21
Corporate Governance System 22
Board Leadership Structure 22
The Controlled Company Exemption 22
Director Independence 23
Board Meetings and Committees 23
Committee Composition 24
Audit and Compliance Committee 25
Executive Committee 25
Unaffiliated Committee 26
Compensation, Nominating and Corporate Governance Committee 26
Executive Sessions 27
Risk Management Oversight 27
Annual Board Self-Assessment 27
Independent Corporate Governance Assessment 28
Compensation, Nominating and Corporate Governance Committee Interlocks and Insider Participation 28
Director Nomination Procedures 28
Communications with the Board 29
Shareholder Engagement 30
Code of Business Conduct and Ethics 31
Review, Approval, or Ratification of Transactions with Related Persons 31
Certain Relationships and Related Party Transactions 32
Executive Compensation 39
Compensation, Nominating and Corporate Governance Committee Report 40
Compensation Discussion and Analysis 40
Summary Compensation Table 55
Grants of Plan-Based Awards 57
Summary of Employment Agreements 58
Outstanding Equity Awards at Fiscal Year-End 64
Stock Vested 65
Pension Benefits 65
Nonqualified Deferred Compensation 67
Potential Payments upon Termination or Change in Control 68
CEO Pay Ratio 72
Proposals 73
Proposal One — Election of Directors 74
Proposal Two — To Ratify the Selection of KPMG as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2018 75
Proposal Three — To Approve, on an Advisory Basis, Named Executive Officer Compensation 80
Other Information 81
Report of the Audit and Compliance Committee 82
Equity Compensation Plan Information 83
Security Ownership of Certain Beneficial Owners and Management 84
Section 16(a) Beneficial Ownership Reporting Compliance 85
Date for Submission of Proposals by Shareholders 85
Frequently Asked Questions 86
Additional Information 89
Other Business 90
Availability of Proxy Materials 90
Annex A – Non-GAAP Financial Measures 93

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